What s New/Tax Law Changes

2015 Instructions for Form 100W California Corporation Franchise or Income Tax Return Water s-edge Filers References in these instructions are to the Internal Revenue Code (IRC) as of January 1, 2015, and to the California Revenue and Taxation Code (R&TC). In general, for taxable years beginning on or after January 1, 2015, California law conforms to the Internal Revenue Code (IRC) as of January 1, 2015. However, there are continuing differences between California and federal law. When California conforms to federal tax law changes, we do not always adopt all of the changes made at the federal level. For more information, go to ftb.ca.gov and search for conformity. Additional information can be found in FTB Pub. 1001, Supplemental Guidelines to California Adjustments, the instructions for California Schedule CA (540 or 540NR), and the Business Entity tax booklets. The instructions provided with California tax forms are a summary of California tax law and are only intended to aid taxpayers in preparing their state income tax returns. We include information that is most useful to the greatest number of taxpayers in the limited space available. It is not possible to include all requirements of the California Revenue and Taxation Code (R&TC) in the tax booklets. Taxpayers should not consider the tax booklets as authoritative law. Introduction Corporations may elect to compute income attributable to California sources on the basis of a water s-edge combined report. In general, under a water s-edge election, affiliated foreign corporations are excluded from the combined report. For purposes of these instructions, the word taxpayer means a corporation in the combined group that has a California filing requirement. The statute allowing the corporation to file on a water s-edge basis does not supersede the concept of unity; it merely limits the unitary entities included in the combined report. For a discussion of the concepts of the unitary method of taxation and its application by the State of California, get FTB Pub. 1061, Guidelines for Corporations Filing a Combined Report. Once the corporation computes its income attributable to California sources on the water s-edge combined report basis, the corporation may either file a separate return or elect to file a single return with the other corporations in the water s edge group. For more information, get Schedule R-7, Election to File a Unitary Taxpayers Group Return, which is included in Schedule R, Apportionment and Allocation of Income. S corporations normally may not be included in a combined report. For S corporations filing on a water s-edge basis, this booklet should be used in conjunction with Form 100S, California S Corporation Franchise or Income Tax Return. For more information, see General Information R, Apportionment of Income; S, Combined Report; and T, Water s-edge Reporting. What s New/Tax Law Changes Extend the Time for Payment of Taxes for Corporations Expecting Net Operating Loss Carryback A corporation or an exempt organization that expects a net operating loss (NOL) in the 2016 taxable year, can file form FTB 3593, Extension of Time for Payment of Taxes by a Corporation Expecting a Net Operating Loss Carryback, to extend the time for payment of taxes for the immediately preceding 2015 taxable year. This includes extending the time for payment of a tax deficiency. The payment of tax that can be postponed cannot exceed the expected overpayment from the carryback of the NOL. For more information, get form FTB 3593. Natural Heritage Preservation Credit For qualified contributions made on or after January 1, 2015, the credit carryover period has been extended to 15 years or until exhausted, whichever occurs first. Any unused credits remaining before January 1, 2015, will remain subject to an eight-year carryover provision. In addition, the period for when a qualified contribution is made, for which a tax credit will be allowed, has been extended to June 30, 2020. Financial Incentive for Seismic Improvement For taxable years beginning on or after July 1, 2015, taxpayers can exclude from gross income any amount received as a loan forgiveness, grant, credit, rebate, voucher, or other financial incentive issued by the California Residential Mitigation Program or the California Earthquake Authority to assist a residential property owner or occupant with expenses paid, or obligations incurred, for earthquake loss mitigation. See Specific Line Instructions for line 15 Other deductions, for more College Access Tax Credit For taxable years beginning on or after January 1, 2014, and before January 1, 2018, the College Access Tax Credit, can reduce tax below the tentative minimum tax (TMT). Get form FTB 3592, College Access Tax Credit, for more Conformity For updates regarding the federal acts, go to ftb.ca.gov and search for conformity. Important Information The Franchise Tax Board (FTB) offers e-filing for the following entities: Corporations filing Form 100W, California Corporation Franchise or Income Tax Return Water s-edge Filers, and certain accompanying forms and schedules. Corporations filing Form 100X, Amended Corporation Franchise or Income Tax Return. Check with the software providers to see if they support business e-filing. For taxable years beginning on or after January 1, 2014, California law requires any business entity that files an original or amended tax return that is prepared using tax preparation software to electronically file (e-file) their tax return with the FTB. For more information, go to ftb.ca.gov and search for business efile. Corporations can make payments online using Web Pay for Businesses. After a one time online registration, corporations can make an immediate payment or schedule payments up to a year in advance. Go to ftb.ca.gov for more Corporations can use a Discover, MasterCard, Visa or American Express Card to pay business taxes. Go to official payments.com. Official Payments Corp. charges a convenience fee for using this service. The Internal Revenue Service (IRS) requires certain corporations to file Schedule UTP (Form 1120), Uncertain Tax Position Statement, with their income tax returns. For California purposes, if a corporation is required to file the Schedule UTP (Form 1120) with the federal tax return, the corporation must attach a copy of the federal Schedule UTP (Form 1120) to the California tax return. If the corporation was involved in a reportable transaction, including a listed transaction, the corporation may have a disclosure requirement. Attach federal Form 8886, Reportable Transaction Disclosure Statement, to the back of the California return along with any other supporting schedules. If this is the first time the reportable transaction is disclosed on the return, send a duplicate copy of federal Form 8886 to the address below. TAX SHELTER FILING ATSU 398 MS F385 FRANCHISE TAX BOARD PO BOX 1673 SACRAMENTO CA 95812-9900 The FTB may impose penalties if the corporation fails to file federal Form 8886, Form 8918, Material Advisor Disclosure Statement, or any other required A material advisor is required to provide a reportable transaction number to all taxpayers and material advisors for whom the material advisor acts as a material advisor. For more information, go to ftb.ca.gov and search for disclosure obligation. Form 100W Booklet 2015 Page 3

For taxable years beginning on or after January 1, 2014, the IRS allows corporations with at least $10 million but less than $50 million in total assets at tax year end to file Schedule M-1 (Form 1120/1120-F), Reconciliation of Income (Loss) per Books With Income per Return, in place of Schedule M-3 (Form 1120/1120 F), Net Income (Loss) Reconciliation for Corporations With Total Assets of $10 Million or More, Parts II and III. However, Schedule M-3 (Form 1120/1120-F), Part I, is required for these corporations. For California purposes, the corporation must complete the California Schedule M-1. For more information, see the instructions for Schedule M-1 Reconciliation of Income (Loss) per Books With Income (Loss) per Return, in this booklet. The California legislature repealed and made changes to all of the Geographically Targeted Economic Development Area (G-TEDA) Tax Incentives. Enterprise Zones (EZ) and Local Agency Military Base Recovery Areas (LAMBRA) were repealed on January 1, 2014. The Targeted Tax Areas (TTA) and Manufacturing Enhancement Areas (MEA) both expired on December 31, 2012. For more information, go to ftb.ca.gov and search for repeal tax incentives. For taxable years beginning on or after January 1, 2014, California requires taxpayers who exchange property located in California for like-kind property located outside of California under IRC Section 1031, to file an annual information return with the FTB. For more information, get form FTB 3840, California Like-Kind Exchanges, or go to ftb.ca.gov and search for like kind. For taxable years beginning on or after January 1, 2014, an owner of all or part of a professional sports franchise will not be allowed a deduction for the amount of any fine or penalty paid or incurred, that was assessed or imposed by the professional sports league that includes that franchise. See Specific Line Instructions for line 8, Other additions, for more For taxable years beginning on or after January 1, 2014, and before January 1, 2019, taxpayers can exclude from gross income any amount received as a rebate, voucher, or other financial incentive issued by a local water agency or supplier for participation in a turf removal water conservation program. See Specific Line Instructions for line 15, Other deductions, for more For taxable years beginning on or after January 1, 2014, and before January 1, 2019, California did not conform to the federal recognition of Cancellation of Debt Income (CODI) under IRC Section 108(i). If the corporation recognized the CODI for federal tax purposes, see Specific Line Instructions for line 15, Other deductions, for more Page 4 Form 100W Booklet 2015 NOLs incurred in taxable years beginning on or after January 1, 2013, shall be carried back to each of the preceding two taxable years. The allowable NOL carryback percentage varies. For an NOL incurred in a taxable year beginning on or after January 1, 2015, the carryback amount shall be 100% of the NOL. For more information, see General Information W, Net Operating Loss (NOL) or form FTB 3805Q, Net Operating Loss (NOL) Computation and NOL and Disaster Loss Limitations Corporations, included in this booklet. For taxable years beginning on or after January 1, 2013, R&TC Section 25128.7 requires all business income of an apportioning trade or business, other than an apportioning trade or business under R&TC Section 25128(b), to apportion its business income to California using the single-sales factor formula. For more information, get Schedule R, or go to ftb.ca.gov and search for single sales factor. For taxable years beginning on or after January 1, 2013, R&TC Section 25136 requires all taxpayers to assign sales, other than sales of tangible personal property, using market assignment. For more information, get Schedule R or go to ftb.ca.gov and search for market assignment. A benefit corporation can be formed with the purpose of creating general public benefit, provided certain requirements are met. An existing corporation can become a benefit corporation, if certain procedures are followed. In addition, a benefit corporation can be created through a merger or reorganization, if certain requirements are met. For more information, see the Corporations Code, commencing with Section 14600. Beginning on or after January 1, 2012, a type of corporation called a flexible purpose corporation could be formed, provided certain requirements were met. An existing corporation could merge or convert into a flexible purpose corporation, upon completion of certain requirements. A flexible purpose corporation must have a special purpose which may include but is not limited to, charitable and public purpose activities that could be carried out by a nonprofit public benefit corporation. For more information, see the Corporations Code, commencing with Section 2500. Effective January 1, 2015, the provisions of the Corporations Code relating to flexible purpose corporations were amended. All references to flexible purpose corporations in the Corporations Code are changed to social purpose corporations, although the requirements are substantially the same as prior law. Any flexible purpose corporation formed before January 1, 2015, may elect to amend its articles of incorporation to change its status to a social purpose corporation. If a flexible purpose corporation formed prior to January 1, 2015, does not amend its articles of incorporation to change its status, any reference to social purpose corporation in the Corporation Code is deemed a reference to a flexible purpose corporation. For more information, see the Corporations Code. R&TC Section 24343.2: Disallows the deduction for payments made to a club that restricts membership or the use of its services or facilities on the basis of ancestry or any characteristic listed or defined in Section 11135 of the Government Code. Excludes genetic information from the characteristics listed or defined in Section 11135 of the Government Code. Gross receipts means the gross amounts realized (the sum of money and the fair market value of other property or services received) on: The sale or exchange of property, The performance of services, or The use of property or capital (including rents, royalties, interest, and dividends) in a transaction that produces business income, in which the income, gain, or loss is recognized (or would be recognized if the transaction were in the United States) under the IRC. Amounts realized on the sale or exchange of property shall not be reduced by the cost of goods sold or the basis of property sold. For a complete definition of gross receipts, refer to R&TC Section 25120(f). R&TC Section 25135(b) adopts the Finnigan rule in assigning sales from tangible personal property. For more information regarding gross receipts or Finnigan rule, get Schedule R or go to ftb.ca.gov and search for corporation law changes. For taxable years beginning on or after January 1, 2007, interest and dividends from intangible assets held in connection with a treasury function of the taxpayer s unitary business, as well as the gross receipts and any overall net gain from the maturity, redemption, sale, exchange, or other disposition of these assets, are excluded from the sales factor. This exclusion encompasses the use of futures contracts and options contracts to hedge foreign currency fluctuations. See Cal. Code Regs., tit. 18 section 25137(c)(1)(D) for more For taxable years beginning on or after January 1, 2011, see R&TC Section 25120(f).

Credit earned by members of a combined reporting group may be assigned to an affiliated corporation that is a member of the same combined reporting group. A credit assigned may only be claimed by the affiliated corporation against its tax liability. For more information, get form FTB 3544, Election to Assign Credit Within Combined Reporting Group, or form FTB 3544A, List of Assigned Credit Received and/or Claimed by Assignee or go to ftb.ca.gov and search for credit assignment. Group nonresident returns may include: Less than two nonresident individuals. Nonresident individuals with more than $1 million of California taxable income. An additional 1% tax will be assessed on nonresident individuals who have California taxable income over $1 million. Get FTB Pub.1067, Guidelines for Filing a Group Form 540NR, for more A C corporation is taxed on its earnings at regular corporate tax rates and the shareholders are then taxed on these earnings when they are distributed as dividends. For more information, get Form 100, Corporation Tax Booklet. An S corporation must elect to be treated as an S corporation. The S corporation pays a reduced tax rate of 1.5% on its net income. The profits and losses from the S corporation pass through to each shareholder through the Schedule K 1 (100S), Shareholder s Share of Income, Deductions, Credits, etc., and each shareholder is responsible for paying taxes on the distributive share. California taxpayers wishing to elect to be treated as an S corporation should get the Form 100S, S Corporation Tax Booklet, for more A controlled foreign corporation (CFC) must include in a water s edge combined report a portion of its income based on the ratio of its Subpart F income bears to the current year earnings and profits, and its U.S. source income, regardless of whether the CFC is a California taxpayer. See form FTB 2416, Schedule of Included Controlled Foreign Corporations (CFC), included in this booklet, for more Use form FTB 3725, Assets Transferred from Corporation to Insurance Company, to report assets transferred from a corporation to an insurance company. Get form FTB 3725 for more Use form FTB 3726, Deferred Intercompany Stock Account (DISA) and Capital Gains Information, to meet the annual disclosure requirements of the combined reporting group of each DISA balance. Make sure to answer Question R on Form 100W, Side 3. Get form FTB 3726 for more In general, R&TC Sections 17024.5 and 23051.5 state that federal elections made before a taxpayer becomes a California taxpayer are binding for California tax purposes. With certain limited exceptions, payers that are required to withhold and remit backup withholding to the IRS are also required to withhold and remit to the FTB on income sourced to California. If the corporation (payee) has backup withholding, the corporation (payee) must contact the FTB to provide a valid taxpayer identification number, before filing the tax return. Failure to provide a valid taxpayer identification number may result in a denial of the backup withholding credit. For more information, go to ftb.ca.gov and search for backup withholding. For transactions that require withholding, a seller of California real estate may elect an alternative to withholding 3 1/3% of the total sales price. The seller may elect an alternative withholding amount based on the maximum tax rate for individuals, corporations, or banks and financial corporations, as applied to the gain on the sale. The seller is required to certify under penalty of perjury the alternative withholding amount to the FTB. Get FTB Pub. 1016, Real Estate Withholding Guidelines, for more R&TC Section 18662 requires buyers to withhold income taxes when purchasing California real property from corporate sellers with no permanent place of business in California immediately after the transfer. For more information, get FTB Pub. 1016. Sellers of California real estate must attach a copy of Form 593, Real Estate Withholding Tax Statement, to their tax return as proof of withholding. If the corporation needs to verify withholding payments, the corporation may call Withholding Services and Compliance at 916.845.4900 or 888.792.4900. For the purposes of determining the correct amount of tax for water s-edge electors, a presumption of correctness attaches to all federal determinations, including determinations made at the audit, appeals, and/or competent authority levels. California law conforms to federal law for the following: Reduce the compensation deduction for certain employers from $1 million to $500,000; and makes certain parachute payments nondeductible. The IRC Section 1245(b)(8) relating to amortizable Section 197 intangibles property disposed on or after January 1, 2010. Corporations may elect to expense under IRC Section 179 part or all of the cost of certain properties placed in service during the taxable year and used in the trade or business. For more information, see form FTB 3885, Corporation Depreciation and Amortization, included in this booklet. Large banks bad-debt losses deduction, which is limited to the actual losses rather than contributions to a reserve for bad debts. AMT treatment of contributions of appreciated property. Disallowing the deduction for club membership fees and lobbying expenses. Disallowing the deduction for employee remuneration in excess of $1 million. For purposes of inventory accounting, an adjustment for shrinkage, based on an estimate, may be made. Taxpayers can voluntarily change their method of accounting if the method currently being used does not utilize estimates of inventory shrinkage and the taxpayer now wishes to use that method. Required recognition of gain on certain appreciated financial positions in personal property. Allows securities traders and commodities traders and dealers to elect to use mark-to-market accounting similar to what is currently required for securities dealers. Commodities would include only commodities of a kind that are dealt with in the organized commodities exchange. An election to use the mark-to-market method for federal purposes is considered an election for state purposes and a separate election is not allowed. Limitation on exception for investment companies under IRC Section 351. Expansion of deduction for certain interest and premiums paid for company-owned life insurance. Repeal of special installment sales rule for manufacturers of tangible personal property. Payment of estimated tax for closely held real estate investment trusts (REIT) and income and services provided by REIT subsidiaries. California law does not conform to federal law for the following: IRC Section 382(n) relating to special rule for certain ownership changes. The changes to the corporation in control and the issue price for the limitation on deduction of bond premium on repurchase. The enhanced IRC Section 179 expensing election. The first-year depreciation deduction allowed for new luxury autos or certain passenger automobiles acquired and placed in service in 2010 through 2015. The domestic production activities deduction. IRC Section 613A (d)(4) relating to the exclusion of certain refiners. The IRS Notice 2008-83 relating to the treatment of deductions under IRC Section 382(h) following an ownership change. IRC Section 168(k) relating to the 50% bonus depreciation deduction for certain assets. The decreased estimated tax payments for certain small businesses. Form 100W Booklet 2015 Page 5

The treatment of the loss from the sale or exchange of certain preferred stock (of Fannie Mae or Freddie Mac). The additional first-year depreciation of certain qualified property placed in service after October 3, 2008, and the election to claim additional research and minimum tax credits in lieu of claiming the bonus depreciation. The energy efficient commercial buildings deduction. The percentage depletion deduction, which may not exceed 65% of the taxpayer s taxable income, is restricted to 100% of the net income derived from the oil or gas well property. Certain environmental remediation expenditures that would otherwise be chargeable to capital accounts may be expensed and taken as a deduction in the year the expense was paid or incurred. Deduction for corporate donation of scientific property and computer technology. Decreased capital gains tax rate. Exemption from AMT for small corporations. The treatment of Subpart F income. The above lists are not intended to be all inclusive of the federal and state conformities and differences. For additional information, refer to the R&TC. California Taxpayers that are 25% Foreign Owned U.S. Corporations and Foreign Corporations Corporations that are required to file federal Form(s) 5472, Information Return of a 25% Foreign Owned U.S. Corporation or a Foreign Corporation Engaged in a U.S. Trade or Business, with the federal return must attach a copy(ies) to the California return. The penalty for failing to include a copy of federal Form(s) 5472 as required is $10,000 per form. See General Information M, Penalties, for more Information Return for U.S. Taxpayers Who Have Ownership (Directly or Indirectly) in a Foreign Corporation U.S. taxpayers who have an ownership interest (directly or indirectly) in a foreign corporation and are required to file federal Form(s) 5471, Information Return of U.S. Persons With Respect to Certain Foreign Corporations, with the federal return, must attach a copy(ies) to the California return. The penalty for failing to include a copy of federal Form(s) 5471 as required is $1,000 per form. See General Information M, Penalties, for more Records Maintenance Requirements Any taxpayer filing on a worldwide or a water s edge basis is required to keep and maintain records and make the following available upon request: Any records needed to determine the correct treatment of items reported on the water s-edge combined report for purposes of determining the income attributable to California. Page 6 Form 100W Booklet 2015 Any records needed to determine the treatment of items as nonbusiness or business income. Any records needed to determine the apportionment factors. Documents and information needed to determine the proper attribution of income to the U.S. or foreign jurisdictions under Section 482, Sections under Subchapter N of Chapter 1, or other similar provisions of the IRC. See R&TC Section 19141.6 and the related regulations for more A corporation may be required to authorize an agent, through a Power of Attorney (POA), to act on its behalf in response to requests for information or records pursuant to R&TC Section 19504. For more information, go to ftb.ca.gov and search for poa. The penalty for not maintaining the above required records is $10,000 for each taxable year for which the failure applies. In addition, if the failure continues for more than 90 days after the FTB notifies the corporation of the failure, a penalty of $10,000 may be assessed for each additional 30-day period of continued failure. See General Information M, Penalties, for more Classification of Certain Business Trusts and Certain Foreign Single Member Limited Liability Companies (SMLLCs) In general, the classification of a business entity should be the same for California purposes as it is for federal purposes. However, an exception may apply for certain eligible business entities (business trusts and SMLLCs) existing prior to January 1, 1997, that were taxed as corporations for California purposes under former R&TC Section 23038. For taxable years beginning on or after January 1, 1997, a business trust or a previously existing foreign SMLLC may make an irrevocable election to be classified the same as federal for California purposes. To make the election the business trust or the SMLLC must have been classified as a corporation under California law, but classified as a partnership (for a business trust) or elected to be treated as a disregarded entity (for SMLLC) for federal tax purposes for taxable years beginning before January 1, 1997. If this election is not made, the existing eligible business entity will continue to be classified and taxed as a corporation for California purposes. Get form FTB 3574, Special Election for Business Trusts and Certain Foreign Single Member LLCs, for more General Information C corporations filing on a water s-edge basis are required to use Form 100W to file their California tax returns. In general, water s-edge rules provide for an election out of worldwide combined reporting. Under water s-edge, the scope of combined reporting is limited to certain corporations, whose income is subject to tax (directly or indirectly) by the United States government. S corporations filing on water s-edge basis should use Form 100S to file their California tax returns. When Completing the Form 100W: Use black or blue ink on the tax return sent to the FTB. Print name and address (in CAPITAL LETTERS). When a domestic corporation files the first California tax return, the fiscal year beginning date must be the date the corporation is incorporated. Round cents to the nearest whole dollar. For example, round $50.50 up to $51 or round $25.49 down to $25. Send a clean legible copy. Enter all types of payments (overpayment from prior year, estimated tax, nonresident tax, etc.) made for the 2015 taxable year on the applicable line. When making a payment with a check or money order, enclose, but do not staple, payment to the face of the tax return. Assemble the corporation return in the following order: Form 100W, Schedule R (if required) or Form 100 WE, supporting schedules, a copy of federal return (if required) and form FTB 5806, Underpayment of Estimated Tax by Corporations, (if required). Do not use staples or other permanent bindings to assemble the tax return. A Franchise or Income Tax Corporation Franchise Tax Entities subject to the corporation minimum franchise tax include all corporations (e.g., limited liability companies (LLCs) electing to be taxed as corporations) that meet any of the following: Incorporated or organized in California. Qualified or registered to do business in California. Doing business in California, whether or not incorporated, organized, qualified, or registered under California law. The minimum franchise tax must be paid by corporations incorporated in California or qualified or registered under California law whether the corporation is active, inactive, not doing business, or operates at a loss. See General Information C, Minimum Franchise Tax, for more The measured franchise tax is imposed on corporations doing business in California and is measured by the net income of the current taxable year for the privilege of doing business in that taxable year. A taxpayer is doing business if it actively engages in any transaction for the purpose of financial or pecuniary gain or profit in California or if any of the following conditions is satisfied: The taxpayer is organized or commercially domiciled in California.

The sales, as defined in R&TC Section 25120(e) or (f), of the taxpayer in California, including sales by the taxpayer s agents and independent contractors, exceed the lesser of $536,446 or 25% of the taxpayer s total sales. The real property and tangible personal property of the taxpayer in California exceed the lesser of $53,644 or 25% of the taxpayer s total real property and tangible personal property. The amount paid in California by the taxpayer for compensation, as defined in R&TC Section 25120(c), exceeds the lesser of $53,644 or 25% of the total compensation paid by the taxpayer. In determining the amount of the taxpayer s sales, property, and payroll for doing business purposes, include the taxpayer s pro rata share of amounts from partnerships and S corporations. For more information, see R&TC Section 23101 or go to ftb.ca.gov and search for doing business. In the case of a corporation incorporated in California or qualified with the California Secretary of State (SOS), but not doing business in this state, careful attention should be given to the term doing business. It is not necessary that the corporation conducts business or engages in transactions within the state on a regular basis. Even an isolated transaction during the taxable year may be enough to cause the corporation to be doing business. Also, when a corporation is either a general partner of a partnership or a member of an LLC that is doing business in California, the corporation is considered to be doing business in California. Corporation Income Tax The corporation income tax is imposed on all corporations that derive income from sources within California but are not doing business in California. For purposes of the corporation income tax, the term corporation is not limited to incorporated entities but also includes the following: Associations. Massachusetts or business trusts. REITs. LLCs electing to be taxed as corporations other than those subject to the corporate franchise tax. Other business entities, including partnerships, electing to be taxed as corporations. B Tax Rates The following tax rates apply to corporations subject to either the corporation franchise tax or the corporation income tax. Corporations other than banks and financial corporations...8.84% Banks and financial corporations...10.84% C Minimum Franchise Tax All corporations subject to the franchise tax, including banks, financial corporations, corporate general partners of partnerships, and corporate members of LLCs doing business in California, must file Form 100, California Corporation Franchise or Income Tax Return, or Form 100W and pay at least the minimum franchise tax as required by law. The minimum franchise tax, as indicated below, must be paid whether the corporation is active, inactive, operates at a loss, or files a return for a short period of less than 12 months. Domestic qualified inactive gold or quicksilver mining corporations...$25 All other corporations subject to franchise tax (see General Information A, Franchise or Income Tax, for definitions)....$800 A combined group filing a single return must pay at least the minimum franchise tax for each corporation in the group that is subject to franchise tax. A corporation that incorporated or qualified through the California SOS to do business in California, is not subject to the minimum franchise tax for its first taxable year and will compute its tax liability by multiplying its state net income by the appropriate tax rate. The corporation will become subject to minimum franchise tax beginning in its second taxable year. This does not apply to corporations that are not qualified by the California SOS, or reorganize solely to avoid payment of their minimum franchise tax. There is no minimum franchise tax for the following entities: Credit unions. Corporations that are not incorporated in California, not qualified under the laws of California, and are not doing business in California even though they derive income from California sources. However, if corporations meet the sale, property, or payroll threshold for doing business under R&TC Section 23101(b), corporations may be subject to the minimum franchise tax. For more information regarding doing business, see General Information A, Franchise or Income Tax; refer to R&TC Section 23101(b); get FTB Pub. 1050, Application and Interpretation of Public Law 86-272; or FTB Pub. 1060, Guide for Corporations Starting Business in California. Corporations that are not incorporated under the laws of California; whose sole activities in this state are engaging in convention and trade show activities for seven or fewer days during the taxable year; and that do not derive more than $10,000 of gross income reportable to California during the taxable year. These corporations are not doing business in California. For more information, get FTB Pub. 1060. Newly formed or qualified corporations filing an initial return. Taxable Year of 15 Days or Less A corporation is not subject to the $800 minimum franchise tax if the corporation did no business in this state during the taxable year and the taxable year was 15 days or less. See R&TC Section 23114(a) for more D Accounting Period/Method The taxable year of a corporation must not be different from the taxable year used for federal purposes, unless initiated or approved by the FTB (R&TC Section 24632). A change in accounting method requires consent from the FTB. However, a corporation that obtains federal approval to change its accounting method, or that is permitted or required by federal law to change its accounting method without prior approval and does so, is deemed to have the FTB s approval if: (1) the corporation files a timely Form 100W consistent with the change for the first taxable year the change becomes effective for federal purposes, and (2) the change is consistent with California law. A copy of federal Form 3115, Application for Change in Accounting Method, and a copy of the federal consent to the change must be attached to Form 100W for the first taxable year the change becomes effective. Get FTB Notice 2000 8 for more The FTB may modify a requested change if the change would distort income for California purposes. California is not following the automatic consent procedure for a change of accounting method involving previously unclaimed allowable depreciation or amortization prescribed by federal Revenue Procedure 96 31. Get FTB Notice 96-3 for more E When to File File Form 100W on or before the 15th day of the 3rd month after the close of the taxable year unless the return is for a short-period as required under R&TC Section 24634. Generally, the due date of a short-period return is the same as the due date of the federal short period return. See R&TC Section 18601(c) for the due date of a short period return. When the due date falls on a weekend or holiday, the deadline to file and pay without penalty is extended to the next business day. Due to the Emancipation Day holiday on April 16, 2016, tax returns filed and payments mailed or submitted on April 18, 2016, will be considered timely. See General Information O, Dissolution/ Withdrawal, and P, Ceasing Business, for information on final returns. If a corporation converts during its taxable year to a limited liability company (LLC) or limited partnership (LP) under state law, then generally two short-period California returns must be filed (one short-period return for the corporation and another short-period return for the LLC or LP). Form 100W Booklet 2015 Page 7

However, if: the LLC or LP files a federal election to be classified as an association taxable as a corporation effective as of the conversion date, the conversion otherwise qualifies as a reorganization under IRC Section 368(a)(1)(F), and the LLC or LP satisfies the statutory requirements to be a corporation, then the corporation status and taxable year will not terminate and only a single return Form 100 is required. F Extension of Time to File If the corporation cannot file its California return by the 15th day of the 3rd month after the close of the taxable year, it may file on or before the 15th day of the 10th month without filing a written request for an extension unless the corporation is suspended on or after the original due date. An automatic extension does not extend the time for payment of tax; the full amount of tax must be paid by the original due date of Form 100W. If there is an unpaid tax liability, complete form FTB 3539, Payment for Automatic Extension for Corporations and Exempt Organizations, included in this booklet, and send it with the payment by the original due date of the Form 100W. If a corporation or an exempt organization expects an NOL in the 2016 taxable year, the corporation or an exempt organization can file form FTB 3593 to extend the time for payment of tax for the immediately preceding 2015 taxable year. Get form FTB 3593 for more When the due date falls on a weekend or holiday, the deadline to file and pay without penalty is extended to the next business day. Due to the Emancipation Day holiday on April 16, 2016, tax returns filed and payments mailed or submitted on April 18, 2016, will be considered timely. If the corporation must pay its tax liability electronically, all payments must be remitted by electronic fund transfer (EFT), Web Pay, or credit card to avoid the penalty. Do not send form FTB 3539. G Electronic Payments Electronic Funds Transfer Corporations remitting an estimated tax payment or extension payment in excess of $20,000 or having a total tax liability in excess of $80,000 must remit all of their payments through EFT. Once a corporation meets the threshold, all subsequent payments regardless of amount, tax type, or taxable year must be remitted electronically to avoid the 10% non compliance penalty. The first payment that would trigger the mandatory EFT requirement does not have to be made electronically. Corporations required to remit payments electronically may use Web Pay or credit card and be considered in compliance with that requirement. The FTB notifies corporations that are subject to this requirement. Those that do not meet these requirements may participate on a voluntary basis. If the corporation pays electronically, complete the form FTB 3539 worksheet for its records. Do not mail the payment voucher. For more information, go to ftb.ca.gov and search for eft, or call 916.845.4025. Web Pay Corporations can make payments online using Web Pay for Businesses. After a one-time online registration, corporations can make an immediate payment or schedule payments up to a year in advance. Go to ftb.ca.gov for more Credit Card Corporations can use Discover, MasterCard, Visa or American Express Card to pay business taxes. Go to officialpayments.com. Official Payments Corp. charges a convenience fee for using this service. Do not file form FTB 3539. H Where to File Payments If a tax is due and the corporation is not required to make the payment electronically (by EFT, Web Pay, or credit card), Mail Form 100W with payment to: FRANCHISE TAX BOARD PO BOX 942857 SACRAMENTO CA 94257-0501 e-filed returns: Mail form FTB 3586, Payment Voucher for Corporations and Exempt Organizations e-filed Returns, with payment to: FRANCHISE TAX BOARD PO BOX 942857 SACRAMENTO CA 94257-0531 Using black or blue ink, make the check or money order payable to the Franchise Tax Board. Write the California corporation number and 2015 Form 100W on the check or money order. Make all checks or money orders payable in U.S. dollars and drawn against a U.S. financial institution. Do not attach a copy of the return with the balance due payment if the corporation already filed/e-filed a return for the same taxable year. Refunds Mail Form 100W requesting a refund to: FRANCHISE TAX BOARD PO BOX 942857 SACRAMENTO CA 94257-0500 Return Without Payment or Paid Electronically Mail Form 100W without a payment or paid by EFT, Web Pay, or credit card to: FRANCHISE TAX BOARD PO BOX 942857 SACRAMENTO CA 94257-0500 Private Delivery Services California law conforms to federal law regarding the use of certain designated private delivery services to meet the timely mailing as timely filing/paying rule for tax returns and payments. See federal Form 1120, U.S. Corporation Income Tax Return, for a list of designated delivery services. If a private delivery service is used, address the return to: FRANCHISE TAX BOARD SACRAMENTO CA 95827 Private delivery services cannot deliver items to PO boxes. If using one of these services to mail any item to the FTB, do not use an FTB PO box. I Net Income Computation The computation of net income from trade or business activities generally follows the determination of taxable income as provided in the IRC. However, there are differences that must be taken into account when completing Form 100W. There are two ways to complete Form 100W, the federal reconciliation method or the California computation method: 1. Federal Reconciliation Method a. Transfer the information from the federal Form 1120, Page 1, to Form 100W, Side 4, Schedule F, and attach a copy of the federal return with all supporting schedules. b. Enter the amount of federal ordinary income (loss) from trade or business activities before any Net Operating Loss (NOL) and special deductions on Form 100W, Side 1, line 1. c. Enter state adjustments on line 2 through line 16 to arrive at net income (loss) after state adjustments, Side 2, line 17. 2. Schedule F California Computation Method If the corporation has no federal filing requirement or if the corporation maintains separate records for state purposes, complete Form 100W, Side 4, Schedule F, to determine state ordinary income. If ordinary income is computed under California laws, generally no state adjustments are necessary. Transfer the amount from Schedule F, line 29, to Side 1, line 1. Complete Form 100W, Side 1 and Side 2, line 2 through line 16, only if applicable. For more information, see the Specific Line Instructions. Regardless of the net income computation method used, the corporation must attach any form, schedule, or supporting document referred to on the return, schedules, or forms filed with the FTB. Page 8 Form 100W Booklet 2015

J Alternative Minimum Tax (AMT) Corporations that claim certain types of deductions, exclusions, and credits may be subject to California AMT. Generally, corporations that complete federal Form 4626, Alternative Minimum Tax Corporations, also must complete California Schedule P (100W), Alternative Minimum Tax and Credit Limitations Water s Edge Filers. See Schedule P (100W), included in this booklet, for more K Estimated Tax Every corporation must pay estimated tax using Form 100-ES, Corporation Estimated Tax. Corporations are required to pay the following percentages of the estimated tax liability during the taxable year: 30% for the first required installment 40% for the second required installment No estimated tax payment is required for the third installment 30% for the fourth required installment For exceptions and prior year s information, get Form 100-ES. Estimated tax is generally due and payable in four installments as follows: The 1st payment is due by the 15th day of the 4th month of the taxable year (this payment may not be less than the minimum franchise tax, if applicable). The 2nd, 3rd, and 4th installments are due and payable by the 15th day of the 6th, 9th, and 12th months respectively, of the taxable year. For purposes of determining the due date of any required installment, a partial month is treated as a full month. Refer to Treas. Reg. Section 1.6655-1(f)(2)(iv) for more If no amount is due, do not mail Form 100-ES. California law has conformed to the federal expanded annualization periods for the computation of estimate payments. For taxable years beginning on or after January 1, 1998, the applicable percentage for estimate basis is 100%. Get the instructions for Form 100-ES for more If the corporation must pay its tax liability electronically, all estimate payments due must be remitted by EFT, Web Pay, or credit card to avoid the EFT penalty. See General Information G, Electronic Payments, for more L New/Commencing Corporations The corporation is required to pay measured tax instead of minimum tax for its first taxable year if the corporation incorporated or registered through the California SOS. For more information, see General Information C, Minimum Franchise Tax, or get FTB Pub. 1060. M Penalties Failure to File a Timely Return Any corporation that fails to file Form 100W on or before the extended due date is assessed a delinquent filing penalty. The delinquent filing penalty is computed at 5% of the tax due, after allowing for timely payments, for every month that the return is late, up to a maximum of 25%. If a corporation does not file its return by the extended due date, the automatic extension will not apply and the late filing penalty will be assessed from the original due date of the return. See R&TC Section 19131 for more Failure to Pay Total Tax by the Due Date Any corporation that fails to pay the total tax shown on Form 100W by the original due date is assessed a penalty. The penalty is 5% of the unpaid tax, plus 0.5% for each month, or part of the month (not to exceed 40 months), the tax remains unpaid. This penalty may not exceed 25% of the unpaid tax. See R&TC Section 19132 for more The FTB may waive the late payment penalty based on reasonable cause. Reasonable cause is presumed when 90% of the tax shown on the return, but not less than minimum franchise tax if applicable, is paid by the original due date of the return. Corporations that meet the requirements for filing form FTB 3593 may extend the time for payment of taxes and are not subject to late payment penalties. For more information, get form FTB 3593. If a corporation is subject to both the penalty for failure to file a timely return and the penalty for failure to pay the total tax by the due date, a combination of the two penalties may be assessed, but the total penalty may not exceed 25% of the unpaid tax. Underpayment of Estimated Tax Any corporation that fails to pay, pays late, or underpays an installment of estimated tax is assessed a penalty. The penalty is a percentage of the underpayment of estimated tax for the period from the date the installment was due until the date it is paid, or until the original due date of the tax return, whichever is earlier. Get form FTB 5806 to determine both the amount of underpayment and the amount of penalty. The underpayment of estimated tax penalty shall not apply to the extent the underpayment of an installment was created or increased by any provision of law that is chaptered during and operative for the taxable year of the underpayment. See R&TC Sections 19142, 19144,19145, 19147, 19148, 19149, 19150, 19151, and 19161 for more If the corporation uses Exception B or Exception C on form FTB 5806 to compute or eliminate any of the required installments, form FTB 5806 must be attached to the back of Form 100W (after all schedules and federal return) and the box on Form 100W, Side 2, line 41b should be checked. Large Corporate Understatement of Tax Corporations are subject to a penalty in an amount equal to 20% of the understatement of tax liabilities that: Exceeds the greater of $1 million or 20% of the tax shown on an original or amended return filed on or before the original or extended due date of the return, for taxable years beginning on or after January 1, 2010. In excess of $1 million for taxable years beginning on or after January 1, 2003, and before January 1, 2010. See R&TC Section 19138 for exceptions to the large corporate understatement of tax penalty. EFT Penalty If the corporation must pay its tax liability electronically, all payments must be remitted by EFT, Web Pay, or credit card to avoid the penalty. The penalty is 10% of the amount not paid electronically. See R&TC Section 19011 and General Information G, Electronic Payments, for more Information Reporting Penalties U.S. corporations that have an ownership interest (directly or indirectly) in a foreign corporation and were required to file federal Form(s) 5471 with the federal return, must attach a copy(ies) to the California return. The penalty for failure to include a copy of federal Form(s) 5471, as required, is $1,000 per required form for each year the failure occurs. The penalty will not be assessed if the copy of the information required to be filed with the IRS was not attached to the taxpayer s original return and the taxpayer provides a copy of the form(s) within 90 days of request from the FTB and the taxpayer agrees to attach a copy(ies) of federal Form 5471 to all returns filed for subsequent years. See R&TC Section 19141.2 for more Certain domestic corporations that are 25% or more foreign-owned and foreign corporations engaged in a U.S. trade or business must attach a copy(ies) of the federal Form(s) 5472 to Form 100W. The penalty for failing to include a copy of federal Form(s) 5472, as required, is $10,000 per required form for each year the failure occurs. See R&TC Section 19141.5 for more Form 100W Booklet 2015 Page 9